cars 2
by jacquisup
Summary: This is Cars 2 but only takes place where Lightning and Mater are together and no Mater only. I don't know what I'll do with Cars 3 but I can tell you this, It'll be different.
1. Chapter 1

The next day Lightning's car was given a new paint job and headlights by Ramone.

Mater now had a 'Team McQueen' tattoo, seems psyched as well.

An airport departures sign advertised the next flight: Tokyo, Japan.

Mater waved goodbye with alongside Lightning, Guido, Luigi, Fillmore and Sarge as the rest of Radiator Springs watches them board a plane. Red bawls.

Later in the her McQueen and Mater were the only ones awake and were watching an insane Japanese game show.

Later that night a stylish Tokyo cityscape of neon, glamour, scrolling billboards, vending machines and high-tech skyscrapers.

Later they inside a souvenir shop loaded with McQueen toys. When Mater and McQueen got inside. A tourist saw McQueen and fainted.

At a kabuki theater TeamMcQueen watched a methodical dance.

Mater, dressed in Kabuki makeup, arrived looking insane.

At a sumo match two Suzuki Samurai wrestled over a parking lot. Mater, was now in his element, cheers.

Later that night they were at a Museum.

Team McQueen, as they walked up the red carpet. The press was held at bay behind ropes. World Grand Prix and Allinol logos were strategically placed for maximum press exposure. Racers were interviewed by press behind the red-carpet ropes.

Team McQueen entered via a second floor landing which overlooked a massive indoor party in a converted museum. As they walked down a ramp to the party, they are awed.

"Guido, look! Ferraris and tires. Let's go!" Luigi said excited.

"Hey, look at this. Okay now Mater, remember: best behavior." Lightning said impressed.

"You got it, buddy. Hey, what's that?" he said.

He saw something and backed away.

"Mater!"

"Hey, McQueen, over here!" someone said.

He turned around and saw two fellow racers and Lewis NHamilton. Now he had no choice but to let Mater go.

"Hey, Jeff. Lewis!" he said smiling.

"Check out that tow truck driver." Jeff said.

"I wonder who that guy's with?" Lewis said.

"Will you guys excuse me just for one little second?" Lightning said and started to leave.

Then he zipped over to Mater's side and quickly pulled him out of sight.

"Mater, listen. This isn't Radiator Springs." he said.

"You're just realizing that? Boy, that jet-lag really done a number on you." he said.

Lightning sighed.

"Mater, look - things are different over here. Which means maybe you should, you know, act a little different too."

"Different than what?"

"Well, just... help me out here, buddy. I -"

"You need help? Shoot, why didn't you just say so? That's what a tow truck does. Hey, looky there, it's Mr. San Francisco!" Mater said excited he'd be helping his friend.

There was a picture of Francesco across the room, holding court.

"I'll introduce you." he continued.

"Mater, no."

"Look at me - I'm helping you already!" Mater said already on his way.

A few minutes later Mater approached giddy.

"Hey Mr. San Francisco, I'd like you to meet -"

"Lightning McQueen! Buona sera." Francesco said.

"Nice to meet you, Francesco." Lightning said.

"Yeah, nice to meet you too. You are very good-looking. Not as good as I thought, but you're good."

"Excuse me. Can I get a picture with you?" Mater said to Francesco.

"Anything for McQueen's friend."

"Miss Sally is gonna flip when she sees this. She's Lightning

McQueen's girlfriend." he said as posed for a photo with Francesco.

"Oooh." Francesco said.

"She's a big fan of yours."

"Hey, she has good taste." he said smirking a little.

"Mater's prone to exaggeration. I wouldn't say she's a "big" fan." Lightning said.\

"You're right. She's a huge fan. She goes on and on about your open wheels here.

"Mentioning it once doesn't qualify as going "on and on."" Lightning said a little annoyed.

"Francesco is familiar with this reaction to Francesco. Women respect a car that has nothing to hide."

"Yeah, uh..." Lightning started but was cut off.

"Let us have a toast." Francisco said.

Lightning didn't like where this is going, covers.

"Let's."

"I dedicate my win tomorrow... to Miss Sally." Francisco said after raising a drink.

"Oh, sorry. I already dedicated MY win tomorrow to her. So if we both do it, it's really not so special. Besides, I don't have a drink."

"I'll go get you one. You mind if I borrow a few bucks for one of them drinks?" Mater said looking at Lightning.

'I'm gonna kill him.' Lightning thought.

"They're free, Mater." he said.

"Free? Well, shoot, what am I doing here?" he said then zipped off.

"I should probably go keep an eye on him. See you at the race." Lightning said and started to leave.

"Yes, you will see Francesco. But not like this." Francesco said then turned around and faces McQueen. "You will see him like this, as he walks away from you."

Then Lightning saw Francisco wears a bumper sticker that says "Ciao, McQueen!"

"That's cute. So you had one of those made up for all the racers?" he said.

"No."

"Okay."

Then Francisco walked off.

"He is so getting beat tomorrow." Lightning said while he watched.

A few minutes later lights caressed the main stage where a crowd has formed.

"Ladies and gentlemen... Sir Miles Axlerod!" someone said.

Then Miles walked through an infinity fountain, appears.

"It is my absolute honor to introduce to you the competitors in the first-ever World Grand Prix. From Brazil. Number eight..." Miles said.

TV cameras which roll, catching Miles' speech for publicity and posterity.

"... and now, our last competitor - Number 95, Lightning McQueen!"

Lightning approached the microphone, flashes his headlights.

"Thank you so much for having us, Sir Axlerod. I really look forward to racing. This is a great opportunity." he said.

"Oh, the pleasure is all ours, Lightning. You and your team bring excellence and professionalism to this competition." Miles said.

As if on cue, Mater arrives with a piercing scream of pain. Everyone turned as he charged head first toward the stage, making a bee-line for that fountain.

"Somebody get me water!" he said.

Then he walked up water from the fountain like a diabetic cat.

"Sweet relief..." he said lapping water.

Miles Axlerod was shocked. The crowd can't believe it. Francesco cackled. Mater, now sated, approaches the mic.

"Whatever you do, do not eat the free pistachio ice cream. It has turned!" he said to the crowd.

"Sir Axlerod, I can explain. This is Mater." Lightning said.

"I know him. This is the bloke that called into the television show." Miles said then looked at Mater. "You're the one I have to thank." Miles said.

"No, thank you. This trip's been amazing." Mater said.

"He's a little excited, isn't he?" Miles said to Lightning.

Lightning then quickly pulled Mater aside, out of earshot of Miles Axlerod and the others. Lightning was beside himself.

"Mater, you have to get a hold of yourself. You're making a scene." he said.

"Sorry buddy." Mater said then walked off.

Later after the interview Lightning looked for Mater then finally found him with the rest of the team.

"There you are. Where have you been?"

"What's a rendezvous?"

"It's like a date." Luigi said.

"A date?!" he said shocked.

"Mater, what's going on?" Lightning asked suspicious.

"Well, what's going on is I've got me a date tomorrow."

Guido made a crack in Italian.

"Guido don't believe you." Guido said.

"Well, believe it. My new girlfriend just said so. Hey, there she is." he said and pointed out Holley, who's within earshot.

"Hey! Hey lady!" he yelled.

Holley, caught in plain view, ran off.

"See ya tomorrow!"

Guido made another crack in Italian.

"Guido still don't believe you." Luigi said.


	2. Chapter 2

The next day a television pre-roll of Japan,

"Japan. Land of the rising sun. Where ancient tradition meets modern technology. Welcome to the inaugural running of the World Grand Prix." someone said.

"I'm Brent Mustangburger, here with racing legends Darrell Cartrip and David Hobbscap. There's never been a competition like this before." he said while they introduce themselves

The TV was showing shots of the as the racers fuel up.

"First, Allinol, making its debut tonight as the required fuel for all these great champions." Brent said. "Second, the course itself, and it's like nothing we've ever seen. David, how exactly does this competition work?"

"Well, Brent, all three of these street courses are classic round- the-house racetracks." Dave said.

The outlines of three race courses were seen. They're labeled Japan, Italy and England, and are different in shape and size.

"This means that the LMP and Formula cars should break out of the gate in spectacular fashion." Dave said.

Shots of the racers they weave up the track, practicing.

"Look for Francesco Bernoulli in particular to lead early." he said.

Shots of Francesco were featured in an inset.

"And with a series of technical turns throughout -"

More shots of the course, now highlighting the tech turns.

"GT and Touring people like Spain's Miguel Camino should make up some ground but I doubt it'll be enough to stop Francesco from absolutely running away with it."

"Woah, now just hold your horsepower. You're forgetting the most important factor here. That early dirt track section of the course! The dirt is supposed to be the great equalizer in this race." Darrell said.

MGRAPHICS OF THE COURSES now isolate a stretch after the first couple turns, label it "DIRT SECTIONS."

"French Rally car Raoul ÇaRoule is counting on a big boost headed through there." Brent said.

"And don't forget Lightning McQueen! His mentor, the Hudson Hornet, was one of the greatest dirt track racers of all time. In my opinion, McQueen is the best all-around racer in this competition." Darrell said smiling.

Back on the studio,

"Really, Darrell, I think you need to clean your windshield. You're clearly not seeing this for what it is: Francesco's race to lose." David said.

At the starting line,

"It's time to find out. The racers are locking into the grid -" Brent started.

Engines rev as everyone gets ready to go. Everyone's bright eyed and alert except for McQueen who we find in the back of the grid. He CLOSES his eyes.

"Speed. I am speed." Lightning started to himself.

Suddenly someone started laugh causing him to open his eyes. Francesco was next to him on the grid.

"Really? You are "speed"? Then Francesco is triple speed." he said and closed his eyes. Francesco. Is. Triple speed. Francesco likes this, McQueen. It's really getting him into the zone!" he said.

"He is so getting beat today." Lightning muttered to himself.

The starting lights click down from RED to YELLOW to GREEN. The race begins. Francesco quickly grabs the lead. He's pulling away within seconds.

On pit row - We track past as the various Crew Chiefs on their crash carts bark orders to their racers. We end on Team McQueen. No Crew Chief, just a solid looking team.

"His suspension stats look good." Sarge said.

"Tire pressure is excellent." Luigi said.

"His car's got plenty of fuel." Filmore said.

"And he's awesome!" Mater said.

In Lightning's pit Mater watched the monitors, saw them approaching the dirt section.

"McQueen! It's time to make your move. Get on the outside and show 'em what Doc done taught you." he said.

"Ten four, Mater." he said over radio.

On the track Francesco hits the dirt section and loses all control. He slams to a halt, his tires getting no traction.

"Francesco is brought to a screeching halt!" David said.

Lightning skid into view, turning right to go left, passing Francesco, followed by other cars.

"Lightning McQueen is the first to take advantage. And just like that, folks, Francesco's lead is left in the dust." Brent said.

"Nice call, Mater. Keep it up!" Lightning said.

'And thank you Doc for teaching me your tricks.' he thought.

He now lead the pack, zooming out of the dirt now starting to relax.

"Who-hoo! Man, McQueen looks happier than a rollbar at a demolition derby!" Darrell said.

Moments later on paved road again the field of cars thunders into a tunnel.

"Everyone's jostling for position as we hit the asphalt again." Brent said.

Francesco crests the hill, in last place. He bites down, determined, then chases.

"Francesco lost a lot of momentum in the dirt. He's got some serious work ahead of him if he wants to get back in this race." Brent said.

Various shots of Tokyo as the racers moved through the Rainbow Bridge. Bit by bit, Francesco ekes his way toward the front toward Lightning as a racer suddenly plums wit smoke and skid out.

"Oh! Miguel Camino has blown an engine!" Darrell said.

"Very unusual, Darrell. He's been so consistent all year." Brent said.

Camino quickly pits, passing McQueen's pit where Mater is visible.

At Lightning's pit a car whiped by.

On the track Lightning boxes out Francesco, holds his slim lead, but barely.

"Guys, a little too much chatter. Let's keep this line clear." Lightning said.

BOOM! A racer behind him suddenly expeled black smoke, skids out of control.

On the track Lightning, heard this, is taken aback.

"What?" he said.

"Outside?" he continued and drifted outside allowing Francesco to slip past.

"Grazie and arrivaderci!" Francisco said.

"I cannot believe what I just saw, Brent. That was a bonehead move. You don't open up the inside like that!" Darrell said.

On the track Lightning was now playing catch-up again, scowling.

"Stop it, Mater. Just sign off." he said.

Later after the race press conference. Francesco was center stage.

"Francesco, over here! Hey, what was your strategy today?" Darrell said.

"Strategia? Francesco needs no strategy, it's very simple. You start the race, wait for Lightning McQueen to choke, pass him, then win. Francesco always wins. It's boring." he said.

Lightning waited in the wings and rolled his eyes. Suddenly he noticed something.

Matter appeared from a side street, moving toward the pits, oblivious of the press conference.

"I gotta tell you, dude. You were in trouble for awhile. That dirt track section had you crawling!" Darrell said to Francesco.

"To truly crush one's dream, you must first raise their hopes very high." Francesco said as Lightning snuck away.

In Lightning's pit garage Mater looked around for everyone as Lightning approaches.

"Mater." he said.

"Hey McQueen! What happened? Is the race over? You won, right?"

"Mater, why were you yelling things at me while I was racing?"

"Yelling? Oh, you thought... that's funny right there. Nah, see that's `cause I seen these two fellers doing some sort of karate street performance. It was nutso. One of them even had a flamethrower -

"A flamethrower? What are you talking about? I don't understand. Where were you?"

"Going to meet my date."

"Your date?"

Lightning stood there in shock.

"She started talking to me as a voice in my head, telling me where to go -"

"What?"

He was confused now.

"Wait a minute - I didn't screw you up, did I?"

"I lost the race because of you!"

"Well, I'm sorry. I didn't mean -"

"An imaginary girlfriend, flamethrowers. This is exactly why I don't bring you along to these things."

"Maybe if I, I don't know, talked to somebody and explained what happened I could help."

"I don't need your help. I don't want your help."

"Hey, there he is!" someone said.

Then the press found Lightning, swarms him. Mater is pushed backwards as the questions fly again.

"McQueen, you had it in the bag!" someone said.

"Yeah, what happened?" someone else asked.

"I made a mistake. But I can assure you, it won't happen again." he said with a hand in front of them to quiet them down.

Mater took this badly.

"Look, guys. We know what the problem is and we've taken care of it." Lightning saiid after he sighed.

Over footage of Francesco and various other highlights:

"Lightning McQueen loses in the last lap to Francesco Bernoulli in the first race of the World Grand Prix and three, count em, three cars flamed out leading some to suggest that their fuel, Allinol, might be to blame." Bent said.

Footage of Miles speaking to an aggressive press. He had to shout over the press.

"Allinol is safe! Alternative fuel is safe! There is no way my fuel caused these cars to flame out!" he said.

In the TV studio Darrell, Brent and David talked to camera.

"Well the jury may still be out on whether Allinol caused these accidents, but one thing's for sure: Lightning McQueen blew this race." Darrell said.

Then there was a picture of Lightning crossing the finish line, a look of severe consternation across his face.

"Team McQueen can't be happy right now." Brent said.


	3. Chapter 3

The next day they were at the airport to Japan.

Lightning's smiling face on a Team McQueen poster.

Later they were in Tokyo at the hotel's lobby.

There was a handwritten note in childish scrawl. Mater's voice began the note with the first sentence, but was dissolved into McQueen's voice.

"I'm so sorry for what I did. I don't want to be the cause of you losing any more races. I want you to go prove to the world what I already know - that you are the greatest race car in the whole wide world. Your best friend, Mater." he said.

He took this in.

"I didn't really want him to leave."

"Wait, there's more here." Luigi said and continued to read. "P.S. Please tell the hotel I didn't mean to order that movie. I thought it was just a preview and I didn't realize I was paying for it. P.P.S... That's funny right there - PP." Then he took a deep breath and continued to read. "There's a few more pages of P.S.'s here."

"Well, at least I know if he's at home he'll be safe." Lightning said turning back.

Later that day they were at a small town in Italy outside Porto Corsa.

A quaint Italian piazza. A pristine Maserti fountain, complete with ancient trident, loomed in.

Luigi and Guido were looking at it.

"Guido, your eyes do not deceive you. We are in Italy. We are home!" Luigi said.

Sarge, Fillmore and McQueen exited a WGP transport truck.

"Hey, Luigi. Which way to the hotel, man?" Filmore asked.

"What? No friends of mine will stay in a hotel in my village. You will stay with my - Uncle Topolino!" Luigi said.

Uncle Topolino, a distinguished 1937 Fiat Topolino, rolled forward. He greeted them warmly with affectionate Italian salutations as word of Guido and Luigi's arrival spreads. The square FILLS with family and friends.

At dusk at Piazza there was a festive homecoming party. Lights strung across the square. Music and dancing. Fillmore and Sarge are at a dining table.

"How do they do it? These are the same ingredients as back home, but it tastes so good." Sarge said.

"It's organic, man." Filmore said.

"Tree hugger." Sarge said.

Lightning walked along the periphery of the squareand seemed lost in thought.

"Racer." Uncle Topolino said.

Then he beckoned Lightning over.

"You look so down, so low. Is like your car has flat tires.

Mama Topolino, a hefty Italian grandmother piped up, a mile a minute then walked off, now a person on a mission.

"She said you look like you're starving. That she's going to make you a big meal, and fatten you up."

"No, Mama Topolino, please. You don't need to make a fuss!" Lightning said.

Too late. She disappeared inside her kitchen.

"Capisco. I understand. Is a problem, yes? Between you and a friend?" Uncle Topolino asked.

"How'd you know that?"

"A wise person hears one word and understands two."

Lightning took this in, impressed.

"That, and Luigi told me. While Mama cooks, come and take a stroll with me."

The Uncle Topolino set the pace.

"I brought my friend Mater along on the trip. And I told him he needed to act different, that we weren't in Radiator Springs." Lightning said.

"This Mater. He's a close friend?"

"He's my best friend."

"Then why would you ask him to be someone else?

Lightning thought about this and realized what he did.

"What did I do? I said some things during our fight..."

"You know, back when Guido and Luigi used to work for me, they would fight over everything."

Guido were dancing with a girl. Luigi suddenly they begin to ARGUE.

"They fight over what Ferrari was the best Ferrari; which one of them look more like a Ferrari... There were even some non-Ferrari fights."

Guido now lifted Luigi, cut back in.

"So I tell them, va bene. It's okay to fight. Everybody fights now and then, especially best friends."

Lightning took this in and it seemed to take some small comfort.

"But you gotta make up fast."

Lightning's comfort quickly evaporated.

"No fight more important than friendship."

Guido and Luigi were now dancing together with the girl and her friend who has just arrived. They were all having a great time. They danced past them, crossing in front of Lightning and Uncle Tolono

"Chi trova un'amico, trova un tesoro." Uncle Topolino said.

"What does that mean?" Lightning asked.

"Whoever find a friend, find a treasure." Mama Topolino said when she arrived.

Mama Topolino dropped a tray of food in front of Lightning.

"Now, mangia! Eat!" she said smiling.

Lightning was taking all of this in, lost in thought as Uncle Topolino and Mama Topolino talked, then argued, then made up all in Italian all while Lightning sat there in a pensive face.

Later at the train tunnel Stephenson glide along, all business.

Finn, one hour to Porto Corsa.

That morning Stephenson emerged loudly from a tunnel. He powers forward, started his descent into Italy -

"You are looking live at beautiful Porto Corsa, Italy, on the Italian Riviera. What a magnificent setting for the second race of the World Grand Prix." Brent said.

At Porto Corsa, Italy helicopter beauty shots were over sweeping.

"Well Brent, they call this place "The Gem of the Riviera," and it's easy to see why." David said.

A local fishing boat chugs through an idyllic waterway, beneath bridges that connect hillside villas.

"With its secluded beaches and opulent casinos, Porto Corsa truly is a playground for the wealthy." he said.

A long line of rich-looking people in the harbor.

And everyone who's anyone is here today.

Rich sports drive past pricey shops.

"From the ultra-rich and super- famous, to world leaders and important dignitaries.

The popemobile, visible in a crowd, walked through town.

"You aren't kidding, David. You can't do a three-point turn around here without bumping into some celebrity!" Darrell said.

There was a helicopter shot of the Casino.

"Welcome everyone to the second race of the World Grand Prix!" Brent said. "The big news continues to be Allinol. Sir Miles Axlerod spoke to the press earlier today to answer questions about its safety." - Miles Axlerod, at a podium, addresses the press throng. He looks a bit exasperated.

"An independent panel of scientists has determined that Allinol is completely safe. Okay? Safe! There it is." Miles said.

"So the race will go on, folks."

Race graphics showed Francesco with 10 points at the top of the race standings.

"But the question everyone is asking: Will the real Lightning McQueen show up today?" Darrell said.

On the track as the racers begin to get into position on the grid.

"Well, he better. Talk about a home- track advantage. Francesco Bernoulli grew up racing on this course." Brent said.

"Signore e signori, in the pole position, numero uno... The crowd is cheering already, knows who this is. ... Francescoooooo!" an Italian track announcer said.

The Italian crowd roared and chanted for their hometown hero.

"Bellissima! Thank you for your support." Francesco said then looked at Lightning. "And your big mistake, McQueen!"

Lightning missed this comment while he approached his grid position, lost in thought.

"In the secondo position. Numero novantacinque. Lightning McQueen!" an Italian track announcer said.

Cheers not so thunderous, obviously from the crowd. McQueen doesn't seem to notice.

In Lightning's pit his team exchanged looks, worried.

"McQueen? Is everything okay?" Luigi asked.

"If you're worried about your cars fuel, man, don't. It's perfectly safe." Filmore said.

Back on the starting grip,

"No, guys, I just really wish Mater were here." Lightning said.

'Doc to, he'd be able to help me fix this up.' he thought.

"Francesco understands, McQueen." Francesco said then parked next to him, grinning.

"Oh, great. Here it comes. What've you got, Francesco?"

"For famous racers like Francesco and well... you, to be far away from home is not easy."

"I think you forgot the insulting part of that insult." he said with his arms crossed and an eyebrow up.

"Is no insult. When Francesco is away from home, he misses his mama just like you miss your tow truck amico."

"Gee, I maybe misjudged you, because that's exactly how I -"

"Of course, I am at home. And my mama is right here."

Francesco referred to his mama who sat in a special box in the crowd, cheering him on, blowing him kisses.

"Mama! Don't worry, Mama!" he yelled. "McQueen is very sad! I will beat his cry-baby bottom today!"

"And there's the insult we were missing. Grazie!" Lightning said rolling his eyes.

A few seconds later the light clicked from red to green and the racers took off.

McQueen and Francesco battled for first place.

"The racers are now making their way around the hairpin, and headed downhill toward the casino bridge." Brent said.

Lightning and Francesco flew past everyone.

"Right this way, signore." Press Liasion said.

"McQueen!" Mater said in distance.

"Mater?" Lightning said surprised then looked up but could only see a sea of vehicles, flashbulbs, cameras and TV trucks with those tall satellite antennae things that spindle toward the sky...

"McQueen!" Mater repeated.

"That really sounded like Mater. Mater?" Lightning said to himself.

"Signore..." the press Liasion said then got sight on Lightning. "Okay, he's positive that was his friend, but where is he?"

"Mater?!" Lightning said.

Then he spotted Mater, moving through the crowd toward him, "Jaws"-like. So he got out of his car and ran to him.

"Excuse me." he said and disappeared into the press crowd.

"No, no, where are you going? Please, Mr. McQueen!" Press Liaison said.

Lightning pushed through the press.

"Scusi. Mater! Scusi..." he said then tracked him and got closer.

He pushed through the last few people.

"Mater, I'm so glad to see you. I'm so sorr -" he started but saw that It's not Mater. It's Ivan, the Hugo Thug's tow truck driver.

"Lightning McQueen! I am a huge fan." Ivan said.

"Oh, I'm sorry. I thought I heard-" Lightning said confused.

"Yes, but that was me. I said, "You killed out there today." You're the best." Ivan said.

"What? Oh. I mean, thanks." he said.

"Right this way, signore -" Press Liaison said while he and his assistants pushed Lightning back in the other direction.

"I really thought I heard my friend." he said as he walked away.

As he was pulled away, press and onlookers started to come between him and Ivan, who hdsn't moved.

"In England you'll be finished. At the finish line." Ivan said to Lightning.

Ivan was now obscured again.

"Wait, what?" Lightning asked.

The Italian press was being to swarm.

"Please, the world press is waiting. You come with me, please." Press Liaison said as he pulled back.

"You done good! You got all the leaves!" Mater said.

"Check out that man." someone said.

"I wonder who that guy's with?" someone else asked.

"Will you guys excuse me just for one little second?" Lightning said humiliated. "Mater?!" he continued embarrassed.

All the racers with Francesco front and center, guffaw at Mater.

Lightning was now scolding Mater moments later.

"I never bleed. Never." Mater said.

"Mater, you have to get a hold of yourself. You're making a scene!"

After the Japanese race they went to Lightning's pit garage.

"Wait a minute. I didn't screw you up, did I?" Mater asked.

"I lost the race because of you!" Lightning yelled angry.

"Maybe if I talked to somebody, or-" Mater started but was cut off.

"I don't need your help. I don't want your help!"

Back at the party, Mater was banging a ceremonial gong, to the horror of Japanese guests.

"Bang a gong, get it on!" he said then hit them again

GONNNNNNG! -

On the partygaers racers party staff they're all laughing at Mater as Lightning's final words blend in, making a dissatisfied cacophony.

"Listen, this isn't Radiator Springs. This is exactly why I don't bring you along to these things!" he snapped.

Off the gong at the party.


	4. Chapter 4

The next day they were at Big Bentley and on their way to London.

When they got there a little farther away Big Bentley's big hand clicked ahead another minute.

"We came as soon as you called." Sally said when they got to Lightning's pit.

Sally flanked by Red, Flo and Ramone, are in front of Lightning and the rest of the team.

"I called to talk to Mater. It never occurred to me that he wouldn't be there." Lightning said.

"Sheriff is talking to Scotland Yard right now." Ramone said.

"And Sarge is in touch with his friends in the British military." Flo said.

"You just need to focus on the race." Sally said looking at him and gave him a kiss.

"I know, but Sal, with everything going on I'm not sure I should-" Lightning started but was cut off by a horn.

Someone entered the pit and everyone parted, revealing Miles.

"Sir Axlerod." Lightning said.

"I'm sorry to interrupt." Miles said.

"No, no, it's all right."

"I just wanted to come down here and personally thank you. Because after Italy, I was finished. And then you gave me one last shot."

"Listen, I -"

"And I probably shouldn't be saying this at all but... I hope you win today. Show the world that they've been wrong about Allinol."

Lightning took this in and looked at Sally.

"Mater would want you to race. Doc would to." she said.

"All right. For Mater." Then he took a deep breath. "And D-Doc."

She knew how much it hurt him to think or talk about Doc, they all did. Lightning had considered him as a mentor and a father as the years went on.

Moments later he was at the starting grid. Their tires squealed.

Lightning, Francesco and the other racers PEEL OUT -

The lemonheads were watching from a VIP box.

Lightning lead Francesco as they approached Big Bentley... Then he sped past Big Bentley, unharmed. Oblivious to what was supposed to have just happened.

At the pit row track side Mater burst through the security gate with aplomb, tears through the pits and stops at Lightning's.

"Mater!" Luigi sais surprised.

"Everybody get out! Get out now! Y'all gotta get out the pits!" he said.

Everyone at Radiator Springs was there now.

"Hey, what are you guys doing here?" he asked.

"We're here because of you, Mater." Sally said.

"Is everything okay?" Flo asked.

"No! Everything's not okay! There's a bomb in here! Y'all gotta get out! Now!"

"- A bomb? - Huh? - Woah." everyone said.

Back at Lightning pit continuously Mater pulled up his pocket and saw the explosive device attached to him. Then he looked up:

An Allinol container hung ominously over his head.

"Uh-oh." Mater said.

"Mater! There you are!" Lightning said.

Mater turned around as Lightning entered pit row, 100 yards away and closing in fast.

"Stop right there!" he said.

"Oh man, I've been so worried about you!" Lightning said as he headed to his pit continuous.

"Don't come any closer!" Mater said and walked backwards.

"Are you okay?" Lightning asked when he got out of his car.

"No, I'm not okay. Stay away from me!"

Mater walked out backwards out onto the track.

"No, wait. Wait!"

There was footage of Lightning chasing Mater on TV.

"Hold everything. A man has just raced onto the track. And he's walking backwards!" Brent said.

At Lightning's pit Lightning was trying to stop Mater.

"Mater, wait!" he said and hoped back onto his car.

He breezed right through his pit, and went after Mater.

"Normally an emergency vehicle on the track means there's been an accident." Dave said.

"Wait, wait. Lightning McQueen is chasing him!" Brent said.

At the track Mater ran up the track. Lightning gained, fast. Because Mater was running and backwards, they're face-to-face but still with some distance between them so Lightning doesn't run over him.

"Mater, wait!"

"Stay back! If you get close to me, you gonna get hurt real bad!"

"I know I made you feel that way before, but none of that matters because we're best friends!"

"And McQueen seems to be having a conversation with the tow truck!" Brent said while they watched him chase Mater on the TV.

"I don't know who that man is, Brent. But I'll tell you what, he's gotta be the world's best backwards walker." Darrell said.

On the track Lightning gained on Mater.

"McQueen, you don't get it. I'm the bomb!"

"Yes, Mater! You are the bomb! That's what I'm trying to say here. You've always been the bomb! And you'll always be the bomb."

"Stay away!"

"No! Never!"

He's had enough screwing around so he sped up a little.

"I'm not...letting you..."

He was going to catch him now.

"...get away again!" he said and jumped forward in an attempt to grab Mater-

"Gotta keep away from McQueen." Mater said to himself.

Lightning grabbed Mater with his bumper just as-

"Request acknowledged." Mater's computer said.

Turbine rockets slide out of Mater.

"Oh my gosh!" Lightning said shocked and got out of his car.

BAWHOOOOOOM! Mater jolts forward with a rocket blast and disappeared, taking Lightning with him.

Farther up the track Francesco sped along. ZHWAAAAAP! Mater and Lightning zing past him with a red blur.

"What is happening? It's a bad dream." Francesco said.

Now even farther up the track Mater took a turn, SMASHES THROUGH A FENCE and skids around a corner out of sight. A white, smoky JET TRAIL is all that remains.

In Lightning's pit all of Radiator Springs watched the television monitors, dumbfounded.

"And Lightning McQueen just blasted away, hooked to the now rocket- propelled tow truck." Brent said.

Mater and Lightning swerve through the streets of London.

Farther up the track someone thundered past Francesco and out of sight.

"What is happening?!" Francesco said shocked and confused.

Mater, still holding Lightning, rockets around a corner, zips down another street -

"McQueen, let go!" he said.

"Never!"

They passed a Gremlin with a headset.

On Grem and Acer down another side street. They got this message, take off in the opposite direction.

Mater and Lightning, speeding up the street.

"Mater, stop!" the woman from earlier said.

"No way! You could get hurt!" he said.

Then she looked over, caught a glimpse of Gram and Acer, bearing down on them from a side street. They're going to broadside Mater and Lightning.

"Oh no." she said.

Neither Mater or Lightning were aware of the impending impact.

She dropped from the sky , hit the pavement, skid into the path of the AMCs and deflects them. They flipped over she, Finn and Lightning and sail -

The woman, Lightning and Mater were now stopped.

"Mater, we've got to get that bomb off you." she said already scanning the bomb, working away.

"Bomb?" Lightning said confused.

"Yeah, they strapped it to me to kill you as a back-up plan." Mater said.

Back-up plan? Mater, who put a bomb on you?" he asked a mixtur of confused and shocked.

"Ahhhhh!" someone yelled.

The man suddenly rolled to a stop next to a now totally freaked Lightning, entangled in grappling hooks care of - Finn, who has him leashed.

"You. Why didn't my death ray kill you?" the man said to Lightning.

"Death ray?" he said even more confused and shocked.

"Turn off the bomb, Zundapp!" Finn said.

"Are you all so dense? It's voice- activated. Everything is voice- activated these days."

"Deactivate! Deactivate!" Mater said.

"Voice denied." the bomb's compute said.

The bomb suddenly transformed into a time bomb, now complete with a countdown mechanism from 4:59... 4:58... Mater gasped.

"Oops. Did I forget to mention that it can only be disarmed by the one who activated it?" the man said.

The woman immediately shoves a GUN in Zundapp's grill.

"Say it!"

"Deactivate." the man said.

"Voice denied." the bomb's computer said.

The bomb timer loses a full minute and goes from 4:48 to 3:48 to 3:47... Mater gasped.

"I am not the one who activated it. Would anyone else like to try?" the man said grinning.

ZZZZZZATTT! The woman shocked him unconscious.

"You read my mind." Finn said to Holley.

"He was getting on my nerves." she said and shrugged.

"What do we do?" Lightning asked

"It's very simple." a man said.

The man blocked the entrance to a side street. He's surrounded by Hugo relatives.

"You blow up." Hugo said.

The four streets surrounding them are now blocked by each of the Lemonheads and their families.

"I'm gonna go out on a limb here. These are the guys that want me dead, correct?" Lightning said to Mater.

"It's nothing personal." someone else said.

"Fellers, listen." Mater started to the lemons. "I know what you're going through. Everybody's been laughing at me my whole life too -"

Lightning turned to Mater - who wasn't expecting that.

The Lemons all eyed each other, considering Mater's words.

" - but becoming powerful and rich beyond your wildest dreams ain't gonna make you feel better." he continued.

"Yeah, but it's worth a shot." someone said.

WHOOM! He was broadsided by a blast of water from O.S.

"It's Red! He's sitting outside an underground entrance, followed by Sally and the rest of the Radiator Springs gang."

All out war ensues between the Lemons, Radiator Springs along with Finn and Holley.

Finn attached his four-way cable hooks to the thugs and springs high in the air, crushing the four of them together.

Holley sprouted her wings, and knocked out two men on her side.

Guido pulled some lemon tires off with his air gun. In seconds he has a stack of lugnuts next to him.

"Pit stop." he said.

The two Pacers' fell.

Flo hit Vladimir Trunkov with her high-beams, blinding him. Sheriff boot him.

"Not today, boys!" Sheriff said shaking his head.

Guido pushed away his tireless thug, yelling at him in Italian.

Mater karate chopped lemons, three and four at a time.

Ramone sprayed paint a lemon's windshield.

"Retreat!" someone said.

A few Lemons turned back the way they came. Blocking their path are a line of British military men clad in digital camo, led by Sarge.

"Thanks for the help, Corporal." he said.

"Anything for one of pop's mates." the British corporal said.

And in the middle of all of this craziness we CUT TO -

\- Mater. Wrench bits were strewn all around him as Guido tried wrench after wrench to take the bolts off. No dice. Guido gestured wildly, spits Italian a mile a minute.

"What's he saying?! What's wrong!?" Lightning asked worried about his friend.

"None of his wrenches fit the bolts!" Luigi said.

This is a light bulb moment for Mater. He eyes the bolts.

"I get it. I get it! I know what needs to be done." he said.

"Then do it!" Lightning said.

"What? No, I can't do it. Look, nobody takes me seriously. I know that now. This ain't Radiator Springs."

"Yes it is." Lightning said.

Mater looks at him confused. "It is?"

"You're yourself in Radiator Springs. Be yourself here. And if people aren't taking you seriously, then they need to change. Not you. I know that, because I was wrong before. Now you can do this. You're the bomb."

"Thanks, buddy."

"No no no, you're the actual bomb. Now let's go!"

"Oh, right! Hang on!"

Mater hooked Lightning and they're off.

They shot past Finn, who's in the middle of battling lemons.

"Where's he going?" he wondered.

Mater and Lightning were flying down a side street.

"Computer!" Mater started.

"Yes, Agent Mater." it said.

"I need that thing you done before to get me away from McQueen!"

"Request acknowledged."

Then the rocket thrusters kick in then they head right for a wall.

"Mater..." Lightning said.

"Now I need you to do the chute, the second kind not the first!" Mater said.

"Deploying chute." his computer said.

Mater's chute popped open, catching air and sending them sailing into the air.

He started to steer them the direction he wants. He and Lightning were flying over London. On the balcony of Buckingham Palace the Queen, her attendants, assorted dignitaries were there.

"Who's winning the race?" the Queen asked.

Mater and Lightning dropped from the sky. They landed and skid to a halt just before the Queen's guards who drew their weapons.

"Back up! Back away!" one of the Queen's guards.

"It's Lightning McQueen!" she said star-struck.

"Get back!" one of the Queen's guards said.

"No, no, it's okay! Tell them, Mater. Explain." Lightning said.

"Okay! Somebody's been sabotaging the racers and hurting the cars and I know who. Oh wait... Your Majesty." Mater said.

Mater bowed to the Queen. In doing so, the ticking time bomb angled into view. The clock's at T-minus 1:53.

"- Bomb! - It's a bomb! - Everybody down! - Look out!" the Queen's guards said.

"Hold your fire! He can't disarm it! Flinn said then dove onto the platform and rolls between the Queen and Mater."Mater, I don't know what you're doing but stand down now!"

"This ain't nothing at all like Radiator Springs." Mater said aside to Lightning.

"Mater, just cut to the chase!" Lightnin said getting impatient.

"Okay." he said then turned to Miles Axlerod. "It's him."

"What? Me? You've got to be crazy." he said.

Everyone exchanged confused looks, including Finn and Holley.

"I figured it out when I realized you all attached this ticking time bomb with Whitworth bolts. The same bolts that hold together that old British engine from the photograph. Holley! Show that picture." Matter said.

"O-kay..." Holley said and projected the much discussed photo of the engine.

"And then I remembered what they say about old British engines - "If there ain't no oil under `em, there ain't no oil in `em." Mater said.

"What is he talking about?" Miles asked confused.

"It was your car leaking oil at the party in Japan. You just blamed it on me." Mater said.

"Electric cars don't use oil, you twit." Miles said.

"Then you're faking it. You didn't convert to no electric. We pop that hood we gonna see that engine from that picture right there."

Mater moved toward him to pop his car's hood.

"This lorry's crazy. He's going to kill us all!" Miles said then backed up to the edge of the stage. "Stay away!"

"But Sir Axlerod created the race, Mater. Why would he want to hurt anyone?" Holley said.

"To make Allinol look bad so everybody'd go back to using oil. I mean, he said it himself with that disguised voice." he said.

"Dee-sguised voice?" What are you talking about? You're nuts, you are!" Miles said.

The Queen's guards have had enough. As has the prince.

"This is going nowhere fast. We really should go, Grandmother." he said.

"One moment. I'd like to see where this is going." the Queen said.

"Mater, he created Allinol." Flinn said.

"Yeah, but what if he found that huge oil field just as the world was trying to find something else?"

Mater sticks his ticking bomb-nose into Miles Axlerod's grill.

"What if he came up with Allinol just to make alternative fuel look bad?" he said.

"What if?" You're basing this on a "What if"?!" Miles said.

"Okay, that's it." a guard said.

And the Queen's guards spirit the Queen and Prince Wheeliam She out of there FAST -

"Wait! Somebody save me! The lorry's crazy!"

Now it's just Miles, Mater, McQueen, Finn and Holley.

Miles' shoes slip on the edge of the podium as he was cornered by Mater.

"Keep away, you idiot!"

00:00:08...

"Mater!" Finn said.

Mater!" Holley said.

00:03...00:02...

"Someone do something!" Miles said.

Everyone flinched, ducked or dove for except Lightning, Mater and Axlerod -

"You're insane, you are! Deactivate!" Miles said.

The bomb froze at 00:01.

"Bomb deactivated. Have a nice day, Sir Axlerod." the computer said.

General shock all around. Miles Axlerod realizes what he's done, looks terrified. Police surround him.

Mater flung Miles' hood open with his hook, revealing AN INTERNAL COMBUSTION ENGINE, oil dripping from all sides. It matched the photo.

"The engine from the photo." Finn said.

"It's a perfect match!" Holley said.

"How did the tow truck figure it out?" Miles asked.

"It's official. You're coming to all my races from now on." Lightning said to Mater.

"Now you're talking!" Mater said.


	5. Chapter 5

1/27/20

Chapter 1

Lightning was surrounded by his hometown friends.

"Oh, Lightning. Welcome home." Luigi said.

"Good to have you back, honey." Flo said.

"Congratulations, man." Fillmore said.

"Welcome home, soldier." Sarge said.

"The place wasn't the same without you, son." Sheriff said.

"What? Did he go somewhere?" Lizzie said.

"It's good to be home, everybody." Lightning said smiling.

"McQueen!" Mater said running to his best friend.

They all turned around and saw Mater speeding into town, with Otis swerving behind him.

"Mater!" Lightning said smiling.

"McQueen!" Mater said while he skid into main the street and in one swift motion slingshots Otis' car forward -

"Woaahhhhh!" Otis said.

\- right through Ramone's front door where it landed perfectly on the hydraulic lift. Ramone lifted his car up, routine.

"Hey. How far'd it make it this time, Otis?" Ramone asked chuckling.

"Halfway to the county line." Otis said shrugging.

"Not bad, man."

"I know, I can't believe it either!"

Back with the others Mater had just gotten out of his truck.

"McQueen, welcome back!" he said smiling.

"Mater, it's so good to see you." Lightning said smiling back.

"You too, buddy." he said while they gave each other their handshake. "Oh, man. You ain't gonna believe the things I got planned for us."

Everyone watched as the handshake continued.

"These best friend greetings get longer every year." Mack said to Lizzie next to him.

"You ready to have some serious fun?" Mater said.

"Well, actually I've got something to show you first."

So they headed to Radiator Springs museum.

When they got there they were close on the Piston Cup. It had changed, been adorned with a small likeness of Doc. It said 'Hudson Hornet Piston Cup.'

"Wow. I can't believe they renamed the Piston Cup after our very own Doc Hudson." Mater said.

They were alone and the museum was closed to the public.

Lightning approached a 'Hudson Hornet' wall with Doc's three Piston cups, framed articles, other racing ephemera.

He sighed.

"I know Doc said these things were just old cups, but to have someone else win it just didn't feel right, you know?" he said looking at the picture.

He missed Doc a lot. More than the others.

"Well, Doc would've been real proud of you. That's for sure." he said putting a hand on Lightning's shoulder.

Lightning took this in and they left the Doc Hudson Museum.

"Alright, pal. I've been waiting all summer for this. What've you got planned?" Lightning asked smiling when they were back home.

"You sure you can handle it?" Mater said smirking.

"Come on, you know who you're talking to? This is Lightning McQueen. I can handle anything." he said.

Mater and Lightning rolled on an old train track, their cars tires off and on its rims.

"Uh... Mater?!" Lightning said a little nervous.

"Just remember, your brakes ain't gonna work on these!" Mater said.

'What is going on?' Lightning thought.

Then they headed into a dark tunnel.

"Mater!"

"Relax, these train tracks ain't been used in years!" Mater said waving his hand.

From inside the tunnel a loud train horn came causing the two friends to emerge, going as fast as they can on train tracks, uphill, with no tires.

"Come on, come on! Faster, faster!" Lightning said wondering why he agreed with this.

Moments later a harmless galloping goose appeared, oversized horn visible, cackling and laughing at his prank.

Later outside Radiator Springs an enormous earth mover slept and Lightning and Mater snuck up.

"This is gonna be good!" Mater said.

Then they blew their horns and he Tipped over, cow-tipping style. They laughed at the gag, but soon realized the earth

mover's giant exhaust pipe was directly above them.

"Uh-oh. This ain't gonna be good." Mater said.

Then the exhaust pipe belched and they were blasted out of view.

Later while the sun set Lightning and Mater rolled into town. Lightning was exhausted while Mater was still full of energy.

"Boy, this was the best day ever! And my favorite souvenir?" Mater said and proudly showed off a dent. "This new dent!"

"Boy, Mater. Today was, uh..." Lightning started.

"Shoot, that was nothing. Wait til you see what I got planned for tonight." Mater said smiling.

"Mater, Mater. Whoa. I was kind of thinking of just a quiet dinner."

"That's exactly what I was thinking."

"No, I... I meant with Sally, Mater."

"Even better! You, me and Miss Sally going out for supper."

Lightning pulled around in front of Mater and stopped.

"Mater, I meant it would be just me and Sally."

"Oh."

"It's just for tonight. We'll do whatever you want tomorrow."

"Okay." Mater said disappointed.

"Thanks for understanding."

"Yeah, sure. Y'all go on and have fun now.

"Alright, then. See ya soon, amigo!" Lightning said.

While Lightning started to drive off. Mater watched him go.

"This is so nice." Sally said.

"I can't tell you how good it is to be here alone. Just the two of us. Finally, you and me -" Lightning started but was cut off.

"Good evening." Mater said at their table, dressed as a waiter. "My name is Mater and I'll be your waiter."

"Mater the waiter. That's funny right there." he said to himself.

"Mater, you work here?" Lightning said confused.

"Well yeah I work here. What'd you think, I just snuck in here when nobody was looking and pretended to be your waiter, just so I could hang out with you?"

Lightning and Sally exchange a look.

"Oh, yeah. How ridiculous would that be?" Lightning said.

"Now, can I start you two lovebirds off with a couple drinks?" Mater said.

"Yes. I'll have my usual." Lightning said.

"You know what? I'm going to have that too." Sally said.

Mater blinked.

"Uh, right. Your usual." Mater said confused.

Fillmore and Sarge were at the bar watching as Guido mixes drinks, ala 'Cocktail' when Mater arrived

"Guido! What's McQueen's usual?" he asked.

"How should I know?" Guido said in Italian.

"Perfect! Give me two of `em.'

"Quiet! My program's on." Sarge said.

"Tonight on 'The Mel Dorado Show'!" Mel Dorado said.

"His story gripped the world! Billionaire Miles Axlerod, in an attempt to become the first person to circumnavigate the globe without a GPS, ironically ran out of gas and found himself trapped in the wild!" Mel Dorado said.

Then images of newspaper headlines, search crews.

"Feared dead, he emerged 36 days later, running on a water he'd distilled himself from the natural elements! Since then he's sold his fortune, converted himself from a guzzler into an electric car, and has devoted his life to finding a renewable, clean-burning fuel!" he continued.

Images of oil derricks torn down; Miles Axlerod getting converted to electric; lab scientists testing chemicals.

"Now he claims to have done it with his Allinol."

Images of fields, rivers, vegetables, and mountains all combining to form the Allinol logo.

"And to show the world what his new super fuel can do, he's created a racing competition like no other, inviting the greatest champions from around the globe to battle in the first ever World Grand Prix. Welcome Sir Miles Axlerod."

Sir Miles Axlerod arrived and sat cross from Mel's desk.

"Thank you, Mel. It is very good to be here. Now listen to me: Big Oil. It costs a fortune. Pollution is getting worse. I mean, come on. It's a fossil fuel. Fossil. As in dead dinosaurs. And we all know what happened to them. Alternative energy is the future. Trust me, Mel, after seeing Allinol in action at the World Grand Prix, nobody will ever go back to gasoline again." Miles said.

"What happened to the dinosaurs, now?" Mater said to Filmore.

"And on satellite, a World Grand Prix competitor and one of the fastest cars in the world, Francesco Bernoulli." Mel said.

Then a Formula racer from Rome, Italy named Rancesco Bernoull came.

"It is an honor, Signore Dorado. For you." Rancesco said.

"Miles, why not invite Lightning McQueen?" Mel asked.

Mater, collecting his drinks, looked up, half-intrigued.

"Of course we invited him. But apparently after a very long racing season he is taking some time off to rest." Miles said.

Lightning McQueen would not have a chance against Francesco!" Francesco said.

Mater didn't like this.

"I can go over 300 kilometers an hour! In miles that is like, uh... way faster than McQueen." Francesco continued.

"Let's go to the phones. Baltimore, Maryland, you're on the air." Mel said.

"Am I on? Hello?" a caller said.

"You're on. Go ahead." Mel said.

"Hello?" the caller said.

"Go ahead, caller." Mel said.

But they got no answer.

"Let's go to Radiator Springs. You're on, caller." Mel said.

"Yeah, that Italian feller you got on there can't talk that way about Lightning McQueen. He's the bestest race car in the whole wide world." Mater said.

Fillmore and Sarge look around then saw Mater in the back of the bar on an office phone.

"Uh-oh..." Sarge said.

If he is, how you say 'the bestest racer,' then why must he rest, eh?" Francesco asked.

"Cause he knows what's important. Every now and then he prefers just to slow down, enjoy life." Mater said.

"Ah, you heard it! Lightning McQueen prefers to be slow! Of course, this is not news to Francesco. When I want to go to sleep I watch one of his races. After two laps I am out cold." Francesco

A crowd from the bar has been forming ever since Mater started talking.

"That ain't what I meant." Mater said .

"Lightning and Sally heard the commotion inside." Mater said.

"Hey, what's going on over there?" Lightning said and stood up.

When they got to the bar Sally and Lightning pushed through the crowd, see that they're watching Francesco on the television.

"Oh, it's that Italian Formula racer. His name is -" Lightning started but cut off by Sally.

"Francesco Bernoulli. No wonder there's a crowd." Sally said enunciating each part, as if Italian were her mother's tongue.

"Wait, why do you know his name? And don't say it like that. It's three syllables, not ten." he said confused.

"What? He's nice to look at. You know, open-wheeled and all." she said.

"What's wrong with fenders? I thought you like my fenders."

"Well let me tell you something else there, Mr. San Francisco -" Mater said.

"Mater?" Lightning said confused.

"McQueen's car could drive circles around you."

"Driving in circles is all his car can do, no?" Francesco said.

"No! I mean yes. I mean he could beat you anywhere, anytime, any track." Mater said.

Lightning looked at Guido who gave him a nod over to Mater, turned away from the crowd, still on the phone.

"Mel, can we move on? Francesco needs a caller who can provide a little more intellectual stimulation. Like a dump truck driver." Francesco said.

Lightning didn't like this at all.

"Ha ha! That shows what you know. Dump trucks is dumb." Mater said.

'_That's it!' _Lightning thought and started walking over to Mater.

Suddenly, Mater was yanked from the booth and replaced by Lightning.

"Yeah, hi, this is Lightning McQueen. Look, I don't appreciate my best friend being insulted like that." Lightning said.

"McQueen! That was your best friend? This is the difference between you and Francesco. Francesco knows how good he is. He does not need to surround himself with tow trucks to prove it." Francesco said.

"Those are strong words from a racer who's car is so fragile." Lightning said

"Fragilé!? He calls Francesco's car fragilé? Not so fast, McQueen!"

"'Not so fast.' What is that, your new motto?"

Then Francesco went ballistic in Italian and they cut the music.

Watching what he's doing Lightning rolled his eyes at him.

"Well, this sounds like something that needs to be settled on the race course. What do you say, Lightning McQueen? We've still got room for one more racer." Miles said.

"Well, I would love to. The only thing is my crew's off for the season so,"

But was cut off by a sound causing Lightning to turn to see Fillmore, Sarge and Luigi flank a tablecloth which is hanging off the bar. Ramone backs away, having spray painted "TEAM LIGHTNING MCQUEEN" on it. Guido quickly uncorks three wine bottles.

"Pit stop." Guido said.

So Lightning turned back to the phone a little surprised that they wanted to go there.

"You know what? They just got back. Deal me in, baby. Ka-chow!" he said smirking to hide his shock.

The place erupted in cheers.

General excitement went off as McQueen exited the phone booth where Sally waited.

"I know, I know. I just got back. But we won't be long and-" he said but cut off with a hand in front of him.

"Oh, no, don't worry about me. I've got enough to do here. Mater's going to have a blast though." Lightning stood there in silence. "You're bringing Mater, right? You never bring him to any of your races." Sally said.

Lightning turned to the bar where Mater privately tried their drinks, hates it, spits it back in the glass.

"Just let him sit in the pits, give him a headset. C'mon, it'll be a thrill of a lifetime for him." she said.

Then Mater arrived.

"Your drinks, sir." he said.

"Mater." Lightning said.

"I didn't taste it!" Mater said.

"How'd you like to come and see the world with me?"

"You mean it?" he said excited.

"You got me into this thing. You're coming along."

Mater smiled widely excited.

Chapter 2

The next day Lightning's car was given a new paint job and headlights by Ramone.

Mater now had a 'Team McQueen' tattoo, seems psyched as well.

An airport departures sign advertised the next flight: Tokyo, Japan.

Mater waved goodbye with alongside Lightning, Guido, Luigi, Fillmore and Sarge as the rest of Radiator Springs watches them board a plane. Red bawls.

Later in the her McQueen and Mater were the only ones awake and were watching an insane Japanese game show.

Later that night a stylish Tokyo cityscape of neon, glamour, scrolling billboards, vending machines and high-tech skyscrapers.

Later they inside a souvenir shop loaded with McQueen toys. When Mater and McQueen got inside. A tourist saw McQueen and fainted.

At a kabuki theater TeamMcQueen watched a methodical dance.

Mater, dressed in Kabuki makeup, arrived looking insane.

At a sumo match two Suzuki Samurai wrestled over a parking lot. Mater, was now in his element, cheers.

Later that night they were at a Museum.

Team McQueen, as they walked up the red carpet. The press was held at bay behind ropes. World Grand Prix and Allinol logos were strategically placed for maximum press exposure. Racers were interviewed by press behind the red-carpet ropes.

Team McQueen entered via a second floor landing which overlooked a massive indoor party in a converted museum. As they walked down a ramp to the party, they are awed.

"Guido, look! Ferraris and tires. Let's go!" Luigi said excited.

"Hey, look at this. Okay now Mater, remember: best behavior." Lightning said impressed.

"You got it, buddy. Hey, what's that?" he said.

He saw something and backed away.

"Mater!"

"Hey, McQueen, over here!" someone said.

He turned around and saw two fellow racers and Lewis NHamilton. Now he had no choice but to let Mater go.

"Hey, Jeff. Lewis!" he said smiling.

"Check out that tow truck driver." Jeff said.

"I wonder who that guy's with?" Lewis said.

"Will you guys excuse me just for one little second?" Lightning said and started to leave.

Then he zipped over to Mater's side and quickly pulled him out of sight.

"Mater, listen. This isn't Radiator Springs." he said.

"You're just realizing that? Boy, that jet-lag really done a number on you." he said.

Lightning sighed.

"Mater, look - things are different over here. Which means maybe you should, you know, act a little different too."

"Different than what?"

"Well, just... help me out here, buddy. I -"

"You need help? Shoot, why didn't you just say so? That's what a tow truck does. Hey, looky there, it's Mr. San Francisco!" Mater said excited he'd be helping his friend.

There was a picture of Francesco across the room, holding court.

"I'll introduce you." he continued.

"Mater, no."

"Look at me - I'm helping you already!" Mater said already on his way.

A few minutes later Mater approached giddy.

"Hey Mr. San Francisco, I'd like you to meet -"

"Lightning McQueen! Buona sera." Francesco said.

"Nice to meet you, Francesco." Lightning said.

"Yeah, nice to meet you too. You are very good-looking. Not as good as I thought, but you're good."

"Excuse me. Can I get a picture with you?" Mater said to Francesco.

"Anything for McQueen's friend."

"Miss Sally is gonna flip when she sees this. She's Lightning

McQueen's girlfriend." he said as posed for a photo with Francesco.

"Oooh." Francesco said.

"She's a big fan of yours."

"Hey, she has good taste." he said smirking a little.

"Mater's prone to exaggeration. I wouldn't say she's a "big" fan." Lightning said.\

"You're right. She's a huge fan. She goes on and on about your open wheels here.

"Mentioning it once doesn't qualify as going "on and on."" Lightning said a little annoyed.

"Francesco is familiar with this reaction to Francesco. Women respect a car that has nothing to hide."

"Yeah, uh..." Lightning started but was cut off.

"Let us have a toast." Francisco said.

Lightning didn't like where this is going, covers.

"Let's."

"I dedicate my win tomorrow... to Miss Sally." Francisco said after raising a drink.

"Oh, sorry. I already dedicated MY win tomorrow to her. So if we both do it, it's really not so special. Besides, I don't have a drink."

"I'll go get you one. You mind if I borrow a few bucks for one of them drinks?" Mater said looking at Lightning.

'I'm gonna kill him.' Lightning thought.

"They're free, Mater." he said.

"Free? Well, shoot, what am I doing here?" he said then zipped off.

"I should probably go keep an eye on him. See you at the race." Lightning said and started to leave.

"Yes, you will see Francesco. But not like this." Francesco said then turned around and faces McQueen. "You will see him like this, as he walks away from you."

Then Lightning saw Francisco wears a bumper sticker that says "Ciao, McQueen!"

"That's cute. So you had one of those made up for all the racers?" he said.

"No."

"Okay."

Then Francisco walked off.

"He is so getting beat tomorrow." Lightning said while he watched.

A few minutes later lights caressed the main stage where a crowd has formed.

"Ladies and gentlemen... Sir Miles Axlerod!" someone said.

Then Miles walked through an infinity fountain, appears.

"It is my absolute honor to introduce to you the competitors in the first-ever World Grand Prix. From Brazil. Number eight..." Miles said.

TV cameras which roll, catching Miles' speech for publicity and posterity.

"... and now, our last competitor - Number 95, Lightning McQueen!"

Lightning approached the microphone, flashes his headlights.

"Thank you so much for having us, Sir Axlerod. I really look forward to racing. This is a great opportunity." he said.

"Oh, the pleasure is all ours, Lightning. You and your team bring excellence and professionalism to this competition." Miles said.

As if on cue, Mater arrives with a piercing scream of pain. Everyone turned as he charged head first toward the stage, making a bee-line for that fountain.

"Somebody get me water!" he said.

Then he walked up water from the fountain like a diabetic cat.

"Sweet relief..." he said lapping water.

Miles Axlerod was shocked. The crowd can't believe it. Francesco cackled. Mater, now sated, approaches the mic.

"Whatever you do, do not eat the free pistachio ice cream. It has turned!" he said to the crowd.

"Sir Axlerod, I can explain. This is Mater." Lightning said.

"I know him. This is the bloke that called into the television show." Miles said then looked at Mater. "You're the one I have to thank." Miles said.

"No, thank you. This trip's been amazing." Mater said.

"He's a little excited, isn't he?" Miles said to Lightning.

Lightning then quickly pulled Mater aside, out of earshot of Miles Axlerod and the others. Lightning was beside himself.

"Mater, you have to get a hold of yourself. You're making a scene." he said.

"Sorry buddy." Mater said then walked off.

Later after the interview Lightning looked for Mater then finally found him with the rest of the team.

"There you are. Where have you been?"

"What's a rendezvous?"

"It's like a date." Luigi said.

"A date?!" he said shocked.

"Mater, what's going on?" Lightning asked suspicious.

"Well, what's going on is I've got me a date tomorrow."

Guido made a crack in Italian.

"Guido don't believe you." Guido said.

"Well, believe it. My new girlfriend just said so. Hey, there she is." he said and pointed out Holley, who's within earshot.

"Hey! Hey lady!" he yelled.

Holley, caught in plain view, ran off.

"See ya tomorrow!"

Guido made another crack in Italian.

"Guido still don't believe you." Luigi said.

Chapter 3

The next day a television pre-roll of Japan,

"Japan. Land of the rising sun. Where ancient tradition meets modern technology. Welcome to the inaugural running of the World Grand Prix." someone said.

"I'm Brent Mustangburger, here with racing legends Darrell Cartrip and David Hobbscap. There's never been a competition like this before." he said while they introduce themselves

The TV was showing shots of the as the racers fuel up.

"First, Allinol, making its debut tonight as the required fuel for all these great champions." Brent said. "Second, the course itself, and it's like nothing we've ever seen. David, how exactly does this competition work?"

"Well, Brent, all three of these street courses are classic round- the-house racetracks." Dave said.

The outlines of three race courses were seen. They're labeled Japan, Italy and England, and are different in shape and size.

"This means that the LMP and Formula cars should break out of the gate in spectacular fashion." Dave said.

Shots of the racers they weave up the track, practicing.

"Look for Francesco Bernoulli in particular to lead early." he said.

Shots of Francesco were featured in an inset.

"And with a series of technical turns throughout -"

More shots of the course, now highlighting the tech turns.

"GT and Touring people like Spain's Miguel Camino should make up some ground but I doubt it'll be enough to stop Francesco from absolutely running away with it."

"Woah, now just hold your horsepower. You're forgetting the most important factor here. That early dirt track section of the course! The dirt is supposed to be the great equalizer in this race." Darrell said.

MGRAPHICS OF THE COURSES now isolate a stretch after the first couple turns, label it "DIRT SECTIONS."

"French Rally car Raoul ÇaRoule is counting on a big boost headed through there." Brent said.

"And don't forget Lightning McQueen! His mentor, the Hudson Hornet, was one of the greatest dirt track racers of all time. In my opinion, McQueen is the best all-around racer in this competition." Darrell said smiling.

Back on the studio,

"Really, Darrell, I think you need to clean your windshield. You're clearly not seeing this for what it is: Francesco's race to lose." David said.

At the starting line,

"It's time to find out. The racers are locking into the grid -" Brent started.

Engines rev as everyone gets ready to go. Everyone's bright eyed and alert except for McQueen who we find in the back of the grid. He CLOSES his eyes.

"Speed. I am speed." Lightning started to himself.

Suddenly someone started laugh causing him to open his eyes. Francesco was next to him on the grid.

"Really? You are "speed"? Then Francesco is triple speed." he said and closed his eyes. Francesco. Is. Triple speed. Francesco likes this, McQueen. It's really getting him into the zone!" he said.

"He is _so_ getting beat today." Lightning muttered to himself.

The starting lights click down from RED to YELLOW to GREEN. The race begins. Francesco quickly grabs the lead. He's pulling away within seconds.

On pit row - We track past as the various Crew Chiefs on their crash carts bark orders to their racers. We end on Team McQueen. No Crew Chief, just a solid looking team.

"His suspension stats look good." Sarge said.

"Tire pressure is excellent." Luigi said.

"His car's got plenty of fuel." Filmore said.

"And he's awesome!" Mater said.

In Lightning's pit Mater watched the monitors, saw them approaching the dirt section.

"McQueen! It's time to make your move. Get on the outside and show 'em what Doc done taught you." he said.

"Ten four, Mater." he said over radio.

On the track Francesco hits the dirt section and loses all control. He slams to a halt, his tires getting no traction.

"Francesco is brought to a screeching halt!" David said.

Lightning skid into view, turning right to go left, passing Francesco, followed by other cars.

"Lightning McQueen is the first to take advantage. And just like that, folks, Francesco's lead is left in the dust." Brent said.

"Nice call, Mater. Keep it up!" Lightning said.

_'And thank you Doc for teaching me your tricks.'_ he thought.

He now lead the pack, zooming out of the dirt now starting to relax.

"Who-hoo! Man, McQueen looks happier than a rollbar at a demolition derby!" Darrell said.

Moments later on paved road again the field of cars thunders into a tunnel.

"Everyone's jostling for position as we hit the asphalt again." Brent said.

Francesco crests the hill, in last place. He bites down, determined, then chases.

"Francesco lost a lot of momentum in the dirt. He's got some serious work ahead of him if he wants to get back in this race." Brent said.

Various shots of Tokyo as the racers moved through the Rainbow Bridge. Bit by bit, Francesco ekes his way toward the front toward Lightning as a racer suddenly plums wit smoke and skid out.

"Oh! Miguel Camino has blown an engine!" Darrell said.

"Very unusual, Darrell. He's been so consistent all year." Brent said.

Camino quickly pits, passing McQueen's pit where Mater is visible.

At Lightning's pit a car whiped by.

On the track Lightning boxes out Francesco, holds his slim lead, but barely.

"Guys, a little too much chatter. Let's keep this line clear." Lightning said.

BOOM! A racer behind him suddenly expeled black smoke, skids out of control.

On the track Lightning, heard this, is taken aback.

"What?" he said.

"Outside?" he continued and drifted outside allowing Francesco to slip past.

"Grazie and arrivaderci!" Francisco said.

"I cannot believe what I just saw, Brent. That was a bonehead move. You don't open up the inside like that!" Darrell said.

On the track Lightning was now playing catch-up again, scowling.

"Stop it, Mater. Just sign off." he said.

Later after the race press conference. Francesco was center stage.

"Francesco, over here! Hey, what was your strategy today?" Darrell said.

"Strategia? Francesco needs no strategy, it's very simple. You start the race, wait for Lightning McQueen to choke, pass him, then win. Francesco always wins. It's boring." he said.

Lightning waited in the wings and rolled his eyes. Suddenly he noticed something.

Matter appeared from a side street, moving toward the pits, oblivious of the press conference.

"I gotta tell you, dude. You were in trouble for awhile. That dirt track section had you crawling!" Darrell said to Francesco.

"To truly crush one's dream, you must first raise their hopes very high." Francesco said as Lightning snuck away.

In Lightning's pit garage Mater looked around for everyone as Lightning approaches.

"Mater." he said.

"Hey McQueen! What happened? Is the race over? You won, right?"

"Mater, why were you yelling things at me while I was racing?"

"Yelling? Oh, you thought... that's funny right there. Nah, see that's `cause I seen these two fellers doing some sort of karate street performance. It was nutso. One of them even had a flamethrower -

"A flamethrower? What are you talking about? I don't understand. Where were you?"

"Going to meet my date."

"Your _date_?"

Lightning stood there in shock.

"She started talking to me as a voice in my head, telling me where to go -"

"What?"

He was confused now.

"Wait a minute - I didn't screw you up, did I?"

"I lost the race because of _you_!"

"Well, I'm sorry. I didn't mean -"

"An imaginary girlfriend, flamethrowers. This is exactly why I don't bring you along to these things."

"Maybe if I, I don't know, talked to somebody and explained what happened I could help."

"I don't need your help. I don't want your help."

"Hey, there he is!" someone said.

Then the press found Lightning, swarms him. Mater is pushed backwards as the questions fly again.

"McQueen, you had it in the bag!" someone said.

"Yeah, what happened?" someone else asked.

"I made a mistake. But I can assure you, it won't happen again." he said with a hand in front of them to quiet them down.

Mater took this badly.

"Look, guys. We know what the problem is and we've taken care of it." Lightning saiid after he sighed.

Over footage of Francesco and various other highlights:

"Lightning McQueen loses in the last lap to Francesco Bernoulli in the first race of the World Grand Prix and three, count em, three cars flamed out leading some to suggest that their fuel, Allinol, might be to blame." Bent said.

Footage of Miles speaking to an aggressive press. He had to shout over the press.

"Allinol is safe! Alternative fuel is safe! There is no way my fuel caused these cars to flame out!" he said.

In the TV studio Darrell, Brent and David talked to camera.

"Well the jury may still be out on whether Allinol caused these accidents, but one thing's for sure: Lightning McQueen blew this race." Darrell said.

Then there was a picture of Lightning crossing the finish line, a look of severe consternation across his face.

"Team McQueen can't be happy right now." Brent said.

Chapter 4

The next day they were at the airport to Japan.

Lightning's smiling face on a Team McQueen poster.

Later they were in Tokyo at the hotel's lobby.

There was a handwritten note in childish scrawl. Mater's voice began the note with the first sentence, but was dissolved into McQueen's voice.

"I'm so sorry for what I did. I don't want to be the cause of you losing any more races. I want you to go prove to the world what I already know - that you are the greatest race car in the whole wide world. Your best friend, Mater." he said.

He took this in.

"I didn't really want him to leave."

"Wait, there's more here." Luigi said and continued to read. "P.S. Please tell the hotel I didn't mean to order that movie. I thought it was just a preview and I didn't realize I was paying for it. P.P.S... That's funny right there - PP." Then he took a deep breath and continued to read. "There's a few more pages of P.S.'s here."

"Well, at least I know if he's at home he'll be safe." Lightning said turning back.

Later that day they were at a small town in Italy outside Porto Corsa.

A quaint Italian piazza. A pristine Maserti fountain, complete with ancient trident, loomed in.

Luigi and Guido were looking at it.

"Guido, your eyes do not deceive you. We are in Italy. We are home!" Luigi said.

Sarge, Fillmore and McQueen exited a WGP transport truck.

"Hey, Luigi. Which way to the hotel, man?" Filmore asked.

"What? No friends of mine will stay in a hotel in my village. You will stay with my - Uncle Topolino!" Luigi said.

Uncle Topolino, a distinguished 1937 Fiat Topolino, rolled forward. He greeted them warmly with affectionate Italian salutations as word of Guido and Luigi's arrival spreads. The square FILLS with family and friends.

At dusk at Piazza there was a festive homecoming party. Lights strung across the square. Music and dancing. Fillmore and Sarge are at a dining table.

"How do they do it? These are the same ingredients as back home, but it tastes so good." Sarge said.

"It's organic, man." Filmore said.

"Tree hugger." Sarge said.

Lightning walked along the periphery of the squareand seemed lost in thought.

"Racer." Uncle Topolino said.

Then he beckoned Lightning over.

"You look so down, so low. Is like your car has flat tires.

Mama Topolino, a hefty Italian grandmother piped up, a mile a minute then walked off, now a person on a mission.

"She said you look like you're starving. That she's going to make you a big meal, and fatten you up."

"No, Mama Topolino, please. You don't need to make a fuss!" Lightning said.

Too late. She disappeared inside her kitchen.

"Capisco. I understand. Is a problem, yes? Between you and a friend?" Uncle Topolino asked.

"How'd you know that?"

"A wise person hears one word and understands two."

Lightning took this in, impressed.

"That, and Luigi told me. While Mama cooks, come and take a stroll with me."

The Uncle Topolino set the pace.

"I brought my friend Mater along on the trip. And I told him he needed to act different, that we weren't in Radiator Springs." Lightning said.

"This Mater. He's a close friend?"

"He's my best friend."

"Then why would you ask him to be someone else?

Lightning thought about this and realized what he did.

"What did I do? I said some things during our fight..."

"You know, back when Guido and Luigi used to work for me, they would fight over everything."

Guido were dancing with a girl. Luigi suddenly they begin to ARGUE.

"They fight over what Ferrari was the best Ferrari; which one of them look more like a Ferrari... There were even some non-Ferrari fights."

Guido now lifted Luigi, cut back in.

"So I tell them, va bene. It's okay to fight. Everybody fights now and then, especially best friends."

Lightning took this in and it seemed to take some small comfort.

"But you gotta make up fast."

Lightning's comfort quickly evaporated.

"No fight more important than friendship."

Guido and Luigi were now dancing together with the girl and her friend who has just arrived. They were all having a great time. They danced past them, crossing in front of Lightning and Uncle Tolono

"Chi trova un'amico, trova un tesoro." Uncle Topolino said.

"What does that mean?" Lightning asked.

"Whoever find a friend, find a treasure." Mama Topolino said when she arrived.

Mama Topolino dropped a tray of food in front of Lightning.

"Now, mangia! Eat!" she said smiling.

Lightning was taking all of this in, lost in thought as Uncle Topolino and Mama Topolino talked, then argued, then made up all in Italian all while Lightning sat there in a pensive face.

Later at the train tunnel Stephenson glide along, all business.

Finn, one hour to Porto Corsa.

That morning Stephenson emerged loudly from a tunnel. He powers forward, started his descent into Italy -

"You are looking live at beautiful Porto Corsa, Italy, on the Italian Riviera. What a magnificent setting for the second race of the World Grand Prix." Brent said.

At Porto Corsa, Italy helicopter beauty shots were over sweeping.

"Well Brent, they call this place "The Gem of the Riviera," and it's easy to see why." David said.

A local fishing boat chugs through an idyllic waterway, beneath bridges that connect hillside villas.

"With its secluded beaches and opulent casinos, Porto Corsa truly is a playground for the wealthy." he said.

A long line of rich-looking people in the harbor.

And everyone who's anyone is here today.

Rich sports drive past pricey shops.

"From the ultra-rich and super- famous, to world leaders and important dignitaries.

The popemobile, visible in a crowd, walked through town.

"You aren't kidding, David. You can't do a three-point turn around here without bumping into some celebrity!" Darrell said.

There was a helicopter shot of the Casino.

"Welcome everyone to the second race of the World Grand Prix!" Brent said. "The big news continues to be Allinol. Sir Miles Axlerod spoke to the press earlier today to answer questions about its safety." - Miles Axlerod, at a podium, addresses the press throng. He looks a bit exasperated.

"An independent panel of scientists has determined that Allinol is completely safe. Okay? Safe! There it is." Miles said.

"So the race will go on, folks."

Race graphics showed Francesco with 10 points at the top of the race standings.

"But the question everyone is asking: Will the real Lightning McQueen show up today?" Darrell said.

On the track as the racers begin to get into position on the grid.

"Well, he better. Talk about a home- track advantage. Francesco Bernoulli grew up racing on this course." Brent said.

"Signore e signori, in the pole position, numero uno... The crowd is cheering already, knows who this is. ... Francescoooooo!" an Italian track announcer said.

The Italian crowd roared and chanted for their hometown hero.

"Bellissima! Thank you for your support." Francesco said then looked at Lightning. "And your big mistake, McQueen!"

Lightning missed this comment while he approached his grid position, lost in thought.

"In the secondo position. Numero novantacinque. Lightning McQueen!" an Italian track announcer said.

Cheers not so thunderous, obviously from the crowd. McQueen doesn't seem to notice.

In Lightning's pit his team exchanged looks, worried.

"McQueen? Is everything okay?" Luigi asked.

"If you're worried about your cars fuel, man, don't. It's perfectly safe." Filmore said.

Back on the starting grip,

"No, guys, I just really wish Mater were here." Lightning said.

_'Doc to, he'd be able to help me fix this up.' _he thought.

"Francesco understands, McQueen." Francesco said then parked next to him, grinning.

"Oh, great. Here it comes. What've you got, Francesco?"

"For famous racers like Francesco and well... you, to be far away from home is not easy."

"I think you forgot the insulting part of that insult." he said with his arms crossed and an eyebrow up.

"Is no insult. When Francesco is away from home, he misses his mama just like you miss your tow truck amico."

"Gee, I maybe misjudged you, because that's exactly how I -"

"Of course, I am at home. And my mama is right here."

Francesco referred to his mama who sat in a special box in the crowd, cheering him on, blowing him kisses.

"Mama! Don't worry, Mama!" he yelled. "McQueen is very sad! I will beat his cry-baby bottom today!"

"And there's the insult we were missing. Grazie!" Lightning said rolling his eyes.

A few seconds later the light clicked from red to green and the racers took off.

McQueen and Francesco battled for first place.

"The racers are now making their way around the hairpin, and headed downhill toward the casino bridge." Brent said.

Lightning and Francesco flew past everyone.

"Right this way, signore." Press Liasion said.

"McQueen!" Mater said in distance.

"Mater?" Lightning said surprised then looked up but could only see a sea of vehicles, flashbulbs, cameras and TV trucks with those tall satellite antennae things that spindle toward the sky...

"McQueen!" Mater repeated.

"That really sounded like Mater. Mater?" Lightning said to himself.

"Signore..." the press Liasion said then got sight on Lightning. "Okay, he's positive that was his friend, but where is he?"

"Mater?!" Lightning said.

Then he spotted Mater, moving through the crowd toward him, "Jaws"-like. So he got out of his car and ran to him.

"Excuse me." he said and disappeared into the press crowd.

"No, no, where are you going? Please, Mr. McQueen!" Press Liaison said.

Lightning pushed through the press.

"Scusi. Mater! Scusi..." he said then tracked him and got closer.

He pushed through the last few people.

"Mater, I'm so glad to see you. I'm so sorr -" he started but saw that It's not Mater. It's Ivan, the Hugo Thug's tow truck driver.

"Lightning McQueen! I am a huge fan." Ivan said.

"Oh, I'm sorry. I thought I heard-" Lightning said confused.

"Yes, but that was me. I said, "You killed out there today." You're the best." Ivan said.

"What? Oh. I mean, thanks." he said.

"Right this way, signore -" Press Liaison said while he and his assistants pushed Lightning back in the other direction.

"I really thought I heard my friend." he said as he walked away.

As he was pulled away, press and onlookers started to come between him and Ivan, who hdsn't moved.

"In England you'll be finished. At the finish line." Ivan said to Lightning.

Ivan was now obscured again.

"Wait, what?" Lightning asked.

The Italian press was being to swarm.

"Please, the world press is waiting. You come with me, please." Press Liaison said as he pulled back.

"You done good! You got all the leaves!" Mater said.

"Check out that man." someone said.

"I wonder who that guy's with?" someone else asked.

"Will you guys excuse me just for one little second?" Lightning said humiliated. "Mater?!" he continued embarrassed.

All the racers with Francesco front and center, guffaw at Mater.

Lightning was now scolding Mater moments later.

"I never bleed. Never." Mater said.

"Mater, you have to get a hold of yourself. You're making a scene!"

After the Japanese race they went to Lightning's pit garage.

"Wait a minute. I didn't screw you up, did I?" Mater asked.

"I lost the race because of you!" Lightning yelled angry.

"Maybe if I talked to somebody, or-" Mater started but was cut off.

"I don't _need_ your help. I don't _want_ your help!"

Back at the party, Mater was banging a ceremonial gong, to the horror of Japanese guests.

"Bang a gong, get it on!" he said then hit them again

GONNNNNNG! -

On the partygaers racers party staff they're all laughing at Mater as Lightning's final words blend in, making a dissatisfied cacophony.

"Listen, this isn't Radiator Springs. This is _exactly_ why I don't bring you along to these things!" he snapped.

Off the gong at the party.

Chapter 5

The next day they were at Big Bentley and on their way to London.

When they got there a little farther away Big Bentley's big hand clicked ahead another minute.

"We came as soon as you called." Sally said when they got to Lightning's pit.

Sally flanked by Red, Flo and Ramone, are in front of Lightning and the rest of the team.

"I called to talk to Mater. It never occurred to me that he wouldn't be there." Lightning said.

"Sheriff is talking to Scotland Yard right now." Ramone said.

"And Sarge is in touch with his friends in the British military." Flo said.

"You just need to focus on the race." Sally said looking at him and gave him a kiss.

"I know, but Sal, with everything going on I'm not sure I should-" Lightning started but was cut off by a horn.

Someone entered the pit and everyone parted, revealing Miles.

"Sir Axlerod." Lightning said.

"I'm sorry to interrupt." Miles said.

"No, no, it's all right."

"I just wanted to come down here and personally thank you. Because after Italy, I was finished. And then you gave me one last shot."

"Listen, I -"

"And I probably shouldn't be saying this at all but... I hope you win today. Show the world that they've been wrong about Allinol."

Lightning took this in and looked at Sally.

"Mater would want you to race. Doc would to." she said.

"All right. For Mater." Then he took a deep breath. "And D-Doc."

She knew how much it hurt him to think or talk about Doc, they all did. Lightning had considered him as a mentor and a father as the years went on.

Moments later he was at the starting grid. Their tires squealed.

Lightning, Francesco and the other racers PEEL OUT -

The lemonheads were watching from a VIP box.

Lightning lead Francesco as they approached Big Bentley... Then he sped past Big Bentley, unharmed. Oblivious to what was supposed to have just happened.

At the pit row track side Mater burst through the security gate with aplomb, tears through the pits and stops at Lightning's.

"Mater!" Luigi sais surprised.

"Everybody get out! Get out now! Y'all gotta get out the pits!" he said.

Everyone at Radiator Springs was there now.

"Hey, what are you guys doing here?" he asked.

"We're here because of _you_, Mater." Sally said.

"Is everything okay?" Flo asked.

"No! Everything's _not_ okay! There's a bomb in here! Y'all gotta get out! Now!"

"- A bomb? - Huh? - Woah." everyone said.

Back at Lightning pit continuously Mater pulled up his pocket and saw the explosive device attached to him. Then he looked up:

An Allinol container hung ominously over his head.

"Uh-oh." Mater said.

"Mater! There you are!" Lightning said.

Mater turned around as Lightning entered pit row, 100 yards away and closing in fast.

"Stop right there!" he said.

"Oh man, I've been so worried about you!" Lightning said as he headed to his pit continuous.

"Don't come any closer!" Mater said and walked backwards.

"Are you okay?" Lightning asked when he got out of his car.

"No, I'm not okay. Stay away from me!"

Mater walked out backwards out onto the track.

"No, wait. Wait!"

There was footage of Lightning chasing Mater on TV.

"Hold everything. A man has just raced onto the track. And he's walking backwards!" Brent said.

At Lightning's pit Lightning was trying to stop Mater.

"Mater, wait!" he said and hoped back onto his car.

He breezed right through his pit, and went after Mater.

"Normally an emergency vehicle on the track means there's been an accident." Dave said.

"Wait, wait. Lightning McQueen is chasing him!" Brent said.

At the track Mater ran up the track. Lightning gained, fast. Because Mater was running and backwards, they're face-to-face but still with some distance between them so Lightning doesn't run over him.

"Mater, wait!"

"Stay back! If you get close to me, you gonna get hurt real bad!"

"I know I made you feel that way before, but none of that matters because we're best friends!"

"And McQueen seems to be having a conversation with the tow truck!" Brent said while they watched him chase Mater on the TV.

"I don't know who that man is, Brent. But I'll tell you what, he's gotta be the world's best backwards walker." Darrell said.

On the track Lightning gained on Mater.

"McQueen, you don't get it. I'm the bomb!"

"Yes, Mater! You are the bomb! That's what I'm trying to say here. You've always been the bomb! And you'll always be the bomb."

"Stay away!"

"No! Never!"

He's had enough screwing around so he sped up a little.

"I'm not...letting you..."

He was going to catch him now.

"...get away again!" he said and jumped forward in an attempt to grab Mater-

"Gotta keep away from McQueen." Mater said to himself.

Lightning grabbed Mater with his bumper just as-

"Request acknowledged." Mater's computer said.

Turbine rockets slide out of Mater.

"Oh my gosh!" Lightning said shocked and got out of his car.

BAWHOOOOOOM! Mater jolts forward with a rocket blast and disappeared, taking Lightning with him.

Farther up the track Francesco sped along. ZHWAAAAAP! Mater and Lightning zing past him with a red blur.

"What is happening? It's a bad dream." Francesco said.

Now even farther up the track Mater took a turn, SMASHES THROUGH A FENCE and skids around a corner out of sight. A white, smoky JET TRAIL is all that remains.

In Lightning's pit all of Radiator Springs watched the television monitors, dumbfounded.

"And Lightning McQueen just blasted away, hooked to the now rocket- propelled tow truck." Brent said.

Mater and Lightning swerve through the streets of London.

Farther up the track someone thundered past Francesco and out of sight.

"What is happening?!" Francesco said shocked and confused.

Mater, still holding Lightning, rockets around a corner, zips down another street -

"McQueen, let go!" he said.

"Never!"

They passed a Gremlin with a headset.

On Grem and Acer down another side street. They got this message, take off in the opposite direction.

Mater and Lightning, speeding up the street.

"Mater, stop!" the woman from earlier said.

"No way! You could get hurt!" he said.

Then she looked over, caught a glimpse of Gram and Acer, bearing down on them from a side street. They're going to broadside Mater and Lightning.

"Oh no." she said.

Neither Mater or Lightning were aware of the impending impact.

She dropped from the sky , hit the pavement, skid into the path of the AMCs and deflects them. They flipped over she, Finn and Lightning and sail -

The woman, Lightning and Mater were now stopped.

"Mater, we've got to get that bomb off you." she said already scanning the bomb, working away.

"Bomb?" Lightning said confused.

"Yeah, they strapped it to me to kill you as a back-up plan." Mater said.

Back-up plan? Mater, who put a bomb on you?" he asked a mixtur of confused and shocked.

"Ahhhhh!" someone yelled.

The man suddenly rolled to a stop next to a now totally freaked Lightning, entangled in grappling hooks care of - Finn, who has him leashed.

"You. Why didn't my death ray kill you?" the man said to Lightning.

"Death ray?" he said even more confused and shocked.

"Turn off the bomb, Zundapp!" Finn said.

"Are you all so dense? It's voice- activated. Everything is voice- activated these days."

"Deactivate! Deactivate!" Mater said.

"Voice denied." the bomb's compute said.

The bomb suddenly transformed into a time bomb, now complete with a countdown mechanism from 4:59... 4:58... Mater gasped.

"Oops. Did I forget to mention that it can only be disarmed by the one who activated it?" the man said.

The woman immediately shoves a GUN in Zundapp's grill.

"Say it!"

"Deactivate." the man said.

"Voice denied." the bomb's computer said.

The bomb timer loses a full minute and goes from 4:48 to 3:48 to 3:47... Mater gasped.

"I am not the one who activated it. Would anyone else like to try?" the man said grinning.

ZZZZZZATTT! The woman shocked him unconscious.

"You read my mind." Finn said to Holley.

"He was getting on my nerves." she said and shrugged.

"What do we do?" Lightning asked

"It's very simple." a man said.

The man blocked the entrance to a side street. He's surrounded by Hugo relatives.

"You blow up." Hugo said.

The four streets surrounding them are now blocked by each of the Lemonheads and their families.

"I'm gonna go out on a limb here. These are the guys that want me dead, correct?" Lightning said to Mater.

"It's nothing personal." someone else said.

"Fellers, listen." Mater started to the lemons. "I know what you're going through. Everybody's been laughing at me my whole life too -"

Lightning turned to Mater - who wasn't expecting that.

The Lemons all eyed each other, considering Mater's words.

" - but becoming powerful and rich beyond your wildest dreams ain't gonna make you feel better." he continued.

"Yeah, but it's worth a shot." someone said.

WHOOM! He was broadsided by a blast of water from O.S.

"It's Red! He's sitting outside an underground entrance, followed by Sally and the rest of the Radiator Springs gang."

All out war ensues between the Lemons, Radiator Springs along with Finn and Holley.

Finn attached his four-way cable hooks to the thugs and springs high in the air, crushing the four of them together.

Holley sprouted her wings, and knocked out two men on her side.

Guido pulled some lemon tires off with his air gun. In seconds he has a stack of lugnuts next to him.

"Pit stop." he said.

The two Pacers' fell.

Flo hit Vladimir Trunkov with her high-beams, blinding him. Sheriff boot him.

"Not today, boys!" Sheriff said shaking his head.

Guido pushed away his tireless thug, yelling at him in Italian.

Mater karate chopped lemons, three and four at a time.

Ramone sprayed paint a lemon's windshield.

"Retreat!" someone said.

A few Lemons turned back the way they came. Blocking their path are a line of British military men clad in digital camo, led by Sarge.

"Thanks for the help, Corporal." he said.

"Anything for one of pop's mates." the British corporal said.

And in the middle of all of this craziness we CUT TO -

\- Mater. Wrench bits were strewn all around him as Guido tried wrench after wrench to take the bolts off. No dice. Guido gestured wildly, spits Italian a mile a minute.

"What's he saying?! What's wrong!?" Lightning asked worried about his friend.

"None of his wrenches fit the bolts!" Luigi said.

This is a light bulb moment for Mater. He eyes the bolts.

"I get it. I get it! I know what needs to be done." he said.

"Then do it!" Lightning said.

"What? No, I can't do it. Look, nobody takes me seriously. I know that now. This ain't Radiator Springs."

"Yes it is." Lightning said.

Mater looks at him confused. "It is?"

"You're yourself in Radiator Springs. Be yourself here. And if people aren't taking you seriously, then they need to change. Not you. I know that, because I was wrong before. Now you can do this. You're the bomb."

"Thanks, buddy."

"No no no, you're the actual bomb. Now let's _go_!"

"Oh, right! Hang on!"

Mater hooked Lightning and they're off.

They shot past Finn, who's in the middle of battling lemons.

"Where's he going?" he wondered.

Mater and Lightning were flying down a side street.

"Computer!" Mater started.

"Yes, Agent Mater." it said.

"I need that thing you done before to get me away from McQueen!"

"Request acknowledged."

Then the rocket thrusters kick in then they head right for a wall.

"Mater..." Lightning said.

"Now I need you to do the chute, the second kind not the first!" Mater said.

"Deploying chute." his computer said.

Mater's chute popped open, catching air and sending them sailing into the air.

He started to steer them the direction he wants. He and Lightning were flying over London. On the balcony of Buckingham Palace the Queen, her attendants, assorted dignitaries were there.

"Who's winning the race?" the Queen asked.

Mater and Lightning dropped from the sky. They landed and skid to a halt just before the Queen's guards who drew their weapons.

"Back up! Back away!" one of the Queen's guards.

"It's Lightning McQueen!" she said star-struck.

"Get back!" one of the Queen's guards said.

"No, no, it's okay! Tell them, Mater. Explain." Lightning said.

"Okay! Somebody's been sabotaging the racers and hurting the cars and I know who. Oh wait... Your Majesty." Mater said.

Mater bowed to the Queen. In doing so, the ticking time bomb angled into view. The clock's at T-minus 1:53.

"- Bomb! - It's a bomb! - Everybody down! - Look out!" the Queen's guards said.

"Hold your fire! He can't disarm it! Flinn said then dove onto the platform and rolls between the Queen and Mater."Mater, I don't know what you're doing but stand down now!"

"This ain't nothing at all like Radiator Springs." Mater said aside to Lightning.

"Mater, just cut to the chase!" Lightnin said getting impatient.

"Okay." he said then turned to Miles Axlerod. "It's him."

"What? Me? You've got to be crazy." he said.

Everyone exchanged confused looks, including Finn and Holley.

"I figured it out when I realized you all attached this ticking time bomb with Whitworth bolts. The same bolts that hold together that old British engine from the photograph. Holley! Show that picture." Matter said.

"O-kay..." Holley said and projected the much discussed photo of the engine.

"And then I remembered what they say about old British engines - "If there ain't no oil under `em, there ain't no oil in `em." Mater said.

"What is he talking about?" Miles asked confused.

"It was _your_ car leaking oil at the party in Japan. You just blamed it on me." Mater said.

"Electric cars don't use oil, you twit." Miles said.

"Then you're faking it. You didn't convert to no electric. We pop that hood we gonna see that engine from that picture right there."

Mater moved toward him to pop his car's hood.

"This lorry's crazy. He's going to kill us all!" Miles said then backed up to the edge of the stage. "Stay away!"

"But Sir Axlerod created the race, Mater. Why would he want to hurt anyone?" Holley said.

"To make Allinol look bad so everybody'd go back to using oil. I mean, he said it himself with that disguised voice." he said.

"Dee-sguised voice?" What are you talking about? You're nuts, you are!" Miles said.

The Queen's guards have had enough. As has the prince.

"This is going nowhere fast. We really should go, Grandmother." he said.

"One moment. I'd like to see where this is going." the Queen said.

"Mater, he created Allinol." Flinn said.

"Yeah, but what if he found that huge oil field just as the world was trying to find something else?"

Mater sticks his ticking bomb-nose into Miles Axlerod's grill.

"What if he came up with Allinol just to make alternative fuel look bad?" he said.

"What if?" You're basing this on a "What if"?!" Miles said.

"Okay, that's it." a guard said.

And the Queen's guards spirit the Queen and Prince Wheeliam She out of there FAST -

"Wait! Somebody save me! The lorry's crazy!"

Now it's just Miles, Mater, McQueen, Finn and Holley.

Miles' shoes slip on the edge of the podium as he was cornered by Mater.

"Keep away, you idiot!"

00:00:08...

"Mater!" Finn said.

Mater!" Holley said.

00:03...00:02...

"Someone do something!" Miles said.

Everyone flinched, ducked or dove for except Lightning, Mater and Axlerod -

"You're insane, you are! Deactivate!" Miles said.

The bomb froze at 00:01.

"Bomb deactivated. Have a nice day, Sir Axlerod." the computer said.

General shock all around. Miles Axlerod realizes what he's done, looks terrified. Police surround him.

Mater flung Miles' hood open with his hook, revealing AN INTERNAL COMBUSTION ENGINE, oil dripping from all sides. It matched the photo.

"The engine from the photo." Finn said.

"It's a perfect match!" Holley said.

"How did the tow truck figure it out?" Miles asked.

"It's official. You're coming to all my races from now on." Lightning said to Mater.

"Now you're talking!" Mater said.

Chapter 6

At Buckingham Palace a massive crowd packed the adjacent streets and parks.

In Buckingham Palace Mater did the requisite 'silly faces' in an attempt to break the composure of a Buckingham Palace Guard. It isn't working. McQueen approaches.

"Mater, let's go. You're on." Lightning said.

Then they went to the Queen's chamber in Bucking ham Palace.

She sat in attention at the front of the Main Ballroom as Mater and Lightning approached

"Your Majesty. May I present for the investiture of honorary Knighthood of the British Realm. Tow Mater of Radiator Springs." Lord Steward said.

"Go get `em, buddy." Lightning said smiling as he tapped him on the back.

Lightning joined his friends from Radiator Springs as Mater walked forward then bows, as if he's practiced it all day.

"I hereby dub thee 'Sir Tow Mater.'" the Queen said.

Applause from all around.

Mater looked up.

"'Sir?' Shoot, you can just call me Mater, Your Majesty. I don't wanna hear none of this 'Sir' business. By the way, have y'all met each other? Queen? McQueen. McQueen, Queen. McQueen? McMissile." Mater said. "McMissile, McQueen. Queen? McMissile."

He continued introducing everyone.

At Radiator Springs the town sign now reads 'WELCOME TO RADIATOR SPRINGS - HOME OF LIGHTNING MCQUEEN AND SIR TOW MATER.'

Later at Flo's people surround Mater and Lightning. The rest of the Radiator Springs gang is here too, watches. VAN and MINNY are front and center.

"So there I was: rocket jets going full blast, McQueen hanging on for dear life when suddenly them two nasty lemons come out of nowhere, guns drawed. We was goners. But then out of nowhere, this beautiful spy swoops in from the sky to save us!" Mater said.

That's a very entertaining story, young man." Minny said.

"Oh, Minny, please. Come on, none of this happened. Rocket jets? Flying spies?" Van said.

"No, you're quite right. It does sound a bit far-fetched.

The crowd turned, saw Holley, wings out, swooping in. FINN is right below her, driving up the street.

"Holley! Finn!" Mater said.

"Hello, Mater. It's so nice to see you again." Holley said.

"What're you doing here?" Mater said.

"Our satellites picked up an urgent communiqué." Flinn said.

"So you got my e-mail." Luigi said.

"Oh, man. Y'all is gonna have a great time. Everybody! This here's Finn McMissile. He's a secret agent." Mater said then leaned closer to whisper. Don't tell nobody. And this is Holley Shiftwell. She's -"

"I'm Mater's girlfriend. It's so nice to meet you all." Holley said.

Everyone is shocked. Including Mater. Guido's jaw drops.

"Guido believe you now." Luigi said to Mater.

"Whoa, honey. You got a nasty dent there." Flo said to Holly.

Indeed, Holley still wore the cut from when she saved Mater from Grem and Acer.

"Was that from when you swooped in and saved them in London?" Van said already crushing on her.

"Van!" Minny said

"What? I'm just asking." Van said.

"Don't you worry, sweet pea. My baby Ramone can get that fixed up for you in no time." Flo said to Holley.

"Yeah, sure thing. No problemo. Just let me go get my tools." Ramone said.

"Oh no no. I'm keeping that dent. It's way too valuable." Holley said.

Mater took this in.

"A 'valuable' dent? Oh, she's as crazy as Mater." Lizzie said.

"Those two are perfect for each other." said Mack smiling.

"You know, there's one thing I still don't get. The bad guys hit me with the beam from the camera, right? So why didn't I, you know..." Lightning said.

"Explode in a fiery inferno?" Mater said.

"Yeah." Lightning said.

"We couldn't figure that one out either." Finn said.

"Our investigation proved that Allinol was actually gasoline. And Miles Axlerod engineered it so that when it got hit by the beam it would explode." Holly said.

"Wait a second. Fillmore, you said my car's fuel was safe." Lightning said.

Then Lightning turned to Fillmore as did everyone else.

"If you're implying that I switched out that rotgut excuse for alternative fuel with my all- natural, sustainable, organic biofuel just because I never trusted Axlerod, you're dead wrong, man." Filmore said then looked at Sarge. "It was him."

"Once Big Oil, always Big Oil. Man." Sarge said.

"Tree hugger." Filmore said.

Later in Main Street,

A banner says 'Radiator Springs Grand Prix.'

Sheriff walked up the street.

"The Radiator Springs Grand Prix is about to begin! All spectators clear the starting line!" he said.

Lightning headed up Main Street with other racers following.

"Man, I can't wait to get rockin'. This is gonna be wicked." Lewis said.

"Yeah, we should do this every year." Jeff said.

"I just figured, we never found out who the world's fastest car is. Plus: no press, no trophy. Just racing - the way I like it." Lightning said.

"Francesco likes it like this too." Francesco said.

Then Lightning saw Sally so he and Francesco walked over to her.

"Francesco. I'd like you to meet -" Lightning started.

"Signorina Sally. It is official: Lightning McQueen is the luckiest person in the world." he said.

"Why, thank you -" Sally said swooning.

"Which he will have to be to have a chance against Francesco today." he said.

Then he turned to leave. As he's moving away:

"See you at the finish line, Mc-" he started while he walked away but stopped. "What _is_ that?"

Lightning had a new bumper sticker: "Ka-ciao, Francesco."

"It's just something I had made up for the occasion." he said.

"Is good, McQueen. Very funny. It was funnier when I did it, but it's very funny. What are you going to do next? Are you going to take off your fenders? Try it. You'll like it." he said the left.

"So he's not so good-looking." Sally said to Lightning.

"Yeah. Nice try." he said.

"I'm serious."

"That's why I love you, Sally." he said as he left. "Wish me luck!"

"You don't need it!" she said smiling.

Then he drove off while Flo approaches Sally.

"Mmm-mmm. That Francesco is fine- looking." Flo said.

"And those open wheels." Sally said.

"I'm gonna have to go get myself some coolant."

Later on Main Street the racers were at the starting grid on ter traffic light in the center of town. It goes from red to green!

The racers sped off, tearing up main street and out of town, blazing past tourists -

At Willy's Butte,

As the racers, led by Lightning and Francesco, take the wide, sweeping turn around Willy's Butte we Crane up to see Mater, Finn, Holley, and the Radiator Springs gang watching.

Everyone cheered.

"Go McQueen! Whoo-hoo!" Matter said.

On the race track Mater flew past all the racers, including Francesco -

"Impossible!" Francesco said.

\- until he approaches Lightning.

"Mater!?" Lightning said surprised.

"Check it out. They let me keep the rockets!" he said keeping pace.

"I'll see you at the finish line, buddy!"

"Not if I see you first!"

Lightning and Mater peel away from the rest of the racers, lead them off the road and into the dirt for another lap. The two friends are side by side when they fade out.


End file.
